General information about company Scrip code 502219 Name of the entity BOROSIL GLASS WORKS LIMITED Date of start of financial year 01-04-2016 Date of end of financial year 31-03-2017 Reporting Quarter Yearly Date of Report 31-03-2017 Risk management committee Not Applicable
Annexure I Annexure I to be submitted by listed entity on quarterly basis I. Composition of Board of Directors Disclosure of notes on composition of board of directors explanatory Is there any change in information of board of directors compare to previous quarter Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of memberships in Audit/ Stakeholder Committee (s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes 1 Mr B. L. Kheruka 00016861 Executive Director Chairperson 24-11-1988 3 3 0 2 Mr P.K. Kheruka 00016909 Non- Executive - Non Independent Director Not Applicable 24-11-1988 3 4 1 3 Mr Shreevar Kheruka 01802416 Executive Director Not Applicable CEO- MD 24-08-2009 1 1 0 4 Mr V. Ramaswami 00011024 Executive Director Not Applicable 17-08-2005 1 0 0
Annexure I Annexure I to be submitted by listed entity on quarterly basis I. Composition of Board of Directors Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of appointment in the current term Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of memberships in Audit/ Stakeholder Committee (s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes 5 Mr S. Bagai 00011176 Non- Executive - Independent Director Not Applicable 01-04-2014 36 1 2 1 Textual Information (2) 6 Mr U. K. Mukhopadhyay 02766045 Non- Executive - Independent Director Not Applicable 01-04-2014 36 3 5 2 Textual Information (3) 7 Mr Naveen Kumar Kshatriya 00046813 Non- Executive - Independent Director Not Applicable 01-04-2014 36 2 2 0 Textual Information (4) 8 Mrs Anupa Sahney 00341721 Non- Executive - Independent Director Not Applicable 30-05-2014 34 1 1 0 Textual Information (5)
Text Block Textual Information(1) At the time of commencement of the Companies Act, 2013, Mr S. Bagai was already an Independent Director. He was further appointed as an Independent Director at the Annual General Meeting held on 13th August, 2014 by the shareholders for a period upto 31st March, 2019. Hence, his tenure has been counted from 01st April, 2014. Textual Information(2) At the time of commencement of the Companies Act, 2013, Mr U. K. Mukhopadhyay was already an Independent Director. He was further appointed as an Independent Director at the Annual General Meeting held on 13th August, 2014 by the shareholders for a period upto 31st March, 2019. Hence, his tenure has been counted from 01st April, 2014. Textual Information(3) At the time of commencement of the Companies Act, 2013, Mr Naveen Kumar Kshatriya was already an Independent Director. He was further appointed as an Independent Director at the Annual General Meeting held on 13th August, 2014 by the shareholders for a period upto 31st March, 2019. Hence, his tenure has been counted from 01st April, 2014. Textual Information(4) Mrs. Anupa Sahney was appointed as an Independent Director on 30th May, 2014. She was further appointed as an Independent Director at the Annual General Meeting held on 13th August, 2014 by the shareholders for a period upto 31st March, 2019. Hence, her tenure has been counted from 30th May, 2014.
Annexure 1 II. Composition of Committees Disclosure of notes on composition of committees explanatory Is there any change in information of committees compare to previous quarter No
Annexure 1 Annexure 1 III. Meeting of Board of Directors Disclosure of notes on meeting of board of directors explanatory Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) 1 25-11-2016 2 09-02-2017 75 3 07-03-2017 25
Annexure 1 IV. Meeting of Committees Disclosure of notes on meeting of committees explanatory Sr Name of Committee Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (/No) Requirement of Quorum met (details) Date(s) of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings (in number of days) Name of other committee 1 Audit Committee 09-02-2017, Three members were present 25-11-2016 75
Annexure 1 V. Related Party Transactions Sr Subject Compliance status (/No/NA) If status is No details of non-compliance may be given here. 1 2 3 Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee NA
Annexure 1 VI. Affirmations Sr Subject Compliance status (/No) 1 2 3 4 5 6 7 8 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. NA 9 Any comments/observations/advice of Board of Directors may be mentioned here: Textual Information(1)
Text Block Textual Information(1) The report submitted in the previous quarter has been placed before Board of Directors at their meeting held on 09th February, 2017.
Annexure II Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) I. Disclosure on website in terms of Listing Regulations Sr Item Compliance status (/No/NA) If status is No details of noncompliance may be given here. Web address 1 Details of business 2 Terms and conditions of appointment of independent directors 3 Composition of various committees of board of directors 4 Code of conduct of board of directors and senior management personnel 5 Details of establishment of vigil mechanism/ Whistle Blower policy 6 Criteria of making payments to nonexecutive directors 7 Policy on dealing with related party transactions 8 Policy for determining material subsidiaries 9 Details of familiarization programmes imparted to independent directors
Annexure II Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) I. Disclosure on website in terms of Listing Regulations Sr Item Compliance status (/No/NA) If status is No details of noncompliance may be given here. Web address 10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances 11 email address for grievance redressal and other relevant details 12 Financial results 13 Shareholding pattern 14 15 Details of agreements entered into with the media companies and/or their associates New name and the old name of the listed entity NA NA
Annexure II II. Annual Affirmations Sr Particulars Regulation Number Compliance status (/No/ NA) If status is No details of non-compliance may be given here. 1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) & 25(6) 2 Board composition 17(1) 3 Meeting of Board of directors 17(2) 4 Review of Compliance Reports 17(3) 5 Plans for orderly succession for appointments 17(4) 6 Code of Conduct 17(5) 7 Fees/compensation 17(6) 8 Minimum Information 17(7) 9 Compliance Certificate 17(8) 10 Risk Assessment & Management 17(9)
Annexure II II. Annual Affirmations Sr Particulars Regulation Number Compliance status (/No/NA) If status is No details of noncompliance may be given here. 11 Performance Evaluation of Independent Directors 17(10) 12 Composition of Audit Committee 18(1) 13 Meeting of Audit Committee 18(2) 14 15 16 Composition of nomination & remuneration committee Composition of Stakeholder Relationship Committee Composition and role of risk management committee 19(1) & (2) 20(1) & (2) 21(1),(2),(3),(4) NA 17 Vigil Mechanism 22 18 Policy for related party Transaction 23(1),(5),(6),(7) & (8) 19 20 Prior or Omnibus approval of Audit Committee for all related party transactions Approval for material related party transactions 23(2), (3) 23(4)
Annexure II II. Annual Affirmations Sr Particulars Regulation Number Compliance status (/No/ NA) If status is No details of non-compliance may be given here. 21 22 Composition of Board of Directors of unlisted material Subsidiary Other Corporate Governance requirements with respect to subsidiary of listed entity 24(1) NA 24(2),(3),(4),(5) & (6) 23 Maximum Directorship & Tenure 25(1) & (2) 24 Meeting of independent directors 25(3) & (4) 25 Familiarization of independent directors 25(7) 26 Memberships in Committees 26(1) 27 28 29 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel Disclosure of Shareholding by Non- Executive Directors Policy with respect to Obligations of directors and senior management Any other information to be provided 26(3) 26(4) 26(2) & 26(5) Textual Information(1)
Text Block Textual Information(1) During the year, Company has acquired 60.3% equity shares of Klass Pack Private Limited (Klasspack) thereby, Klasspack has become an unlisted subsidiary of the Company w.e.f. July 29, 2016.
Annexure II III. Affirmations Sr Particulars Compliance status (/No/NA) 1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Any other information to be provided
Signatory Details Name of signatory Designation of person Place Gita Yadav Compliance Officer Mumbai Date 11-04-2017